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Re WPP AUNZ Ltd

Re WPP AUNZ Ltd

Case [2021] NSWSC 520 12 May 2021

Schemes of Arrangement

Approval of Arrangements

Corporate Restructuring

Corporate Law & Governance

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Supreme Court

New South Wales

Medium Neutral Citation: In the matter of WPP AUNZ Limited [2021] NSWSC 520
Hearing dates: 23 April 2021
Date of orders: 23 April 2021
Decision date: 12 May 2021
Jurisdiction: Equity - Corporations List
Before: Black J
Decision:
Orders made approving scheme of arrangement.

Catchwords:
CORPORATIONS – Arrangements and reconstructions – Schemes of arrangement or compromise – Application under s 411 of the Corporations Act 2001 (Cth) for orders approving scheme of arrangement – Where formal requirements satisfied – Whether scheme of arrangement should be approved.

Legislation Cited:
- Corporations Act 2001 (Cth), s 411

Cases Cited:
- Re Amcor Limited (No 2) [2019] FCA 842
- Re Anaconda Nickel Holdings Pty Ltd (2003) 44 ACSR 229; [2003] WASC 19
- Re Atlas Iron Ltd (No 2) [2016] FCA 481
- Re Aveo Group Ltd and Aveo Funds Management Ltd [2019] NSWSC 1679
- Re Central Pacific Minerals NL [2002] FCA 239
- Re Coca-Cola Amatil Limited [2021] NSWSC 489
- Re David Jones Ltd (No 3) [2014] FCA 753
- Re Equinox Resources Ltd (2004) 49 ACSR 692; [2004] WASC 143
- Re GBST Holdings Ltd [2019] NSWSC 1503
- Re NRMA Ltd (No 2) (2000) 156 FLR 412; [2000] NSWSC 408
- Re Permanent Trustee Co (2002) 43 ACSR 601; [2002] NSWSC 1177
- Re Prime Infrastructure Holdings Ltd [2010] NSWSC 1337
- Re Redcape Property Fund Ltd and Trust Company (RE Services) Ltd (as the responsible entity for the Redcape Property Trust) [2012] NSWSC 486
- Re Saracen Mineral Holdings Ltd [No 2] [2021] WASC 32
- Re Seven Network Ltd (2010) 77 ACSR 701; [2010] FCA 400
- Re Solution 6 Holdings Ltd (2004) 50 ACSR 113; [2004] FCA 1049
- Re Texon Petroleum Ltd (No 2) [2013] FCA 147

Category: Principal judgment
Parties: WPP AUNZ Ltd (Plaintiff)
Representation:
Counsel:
I Jackman SC (Plaintiff)
J Giles SC (Acquirer)
Solicitors:
Herbert Smith Freehills (Plaintiff)
MinterEllison (Acquirer)

File Number(s): 2021/58272

Judgment

Background and affidavit evidence

On 16 March 2021, I made orders convening a scheme meeting and ancillary orders in respect of a scheme of arrangement proposed by WPP AUNZ Limited (“WPPA”). I set out my reasons for making those orders in my Judgment published on 16 April 2021 ([2021] NSWSC 388). At a second Court hearing on 23 April 2021, WPPA sought orders under s 411(4)(b) of the Corporations Act 2001 (Cth) approving a proposed scheme of arrangement between WPPA and scheme participants, being all holders of ordinary shares in WPPA other than Excluded Shareholders (as defined in the Scheme Implementation Deed dated 25 December 2020) (“SID”) as, broadly, WPP plc and each of its Related Bodies Corporate and any person who holds WPPA shares on its or their behalf). I made the orders sought at the hearing on 23 April 2021. These are my reasons for making those orders.
At the second Court hearing, WPPA relied on the affidavit dated 21 April 2021…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Re WPP AUNZ Ltd

Details

AGLC: Re WPP AUNZ Ltd [2021] NSWSC 520
Case: [2021] NSWSC 520
Decision Date: 12 May 2021

CaseChat Overview and Summary

The case before the court involved an application by WPP AUNZ Limited to approve a proposed scheme of arrangement under section 411 of the Corporations Act 2001. The scheme aimed to restructure the company and its subsidiaries, which were facing financial difficulties. The application was brought before the court by the company, and the court was required to decide whether the scheme met the legal criteria for approval.

The primary legal issue before the court was whether the proposed scheme of arrangement should be approved. The court had to consider whether the scheme was fair and reasonable to all classes of creditors and shareholders and whether it complied with the statutory requirements of the Corporations Act. The court also needed to determine if the scheme provided a better prospect of realising value for the company's creditors and members compared to a winding-up.

In assessing the fairness of the scheme, the court examined the terms of the proposed arrangement, the solvency of the company, and the opinions of the relevant classes of creditors and shareholders. The court found that the formal requirements of the Corporations Act had been met, and the scheme was fair and reasonable to all affected parties. The court concluded that the scheme provided a better prospect of realising value for the creditors and members compared to a winding-up, and therefore, the scheme should be approved. The court granted the application, and the scheme of arrangement was approved.

The court's decision was based on the evidence presented and the legal criteria set out in the Corporations Act. The court's approval of the scheme allowed the company to proceed with its restructuring, providing a potential solution to its financial difficulties. The final orders of the court approved the scheme of arrangement, enabling the company to move forward with its reorganisation.

Orders